Form 4: SoundHound AI CTO Sells Shares for Tax, 10b5-1 Plan

SoundHound AI's Chief Technology Officer, Timothy Stonehocker, reported sales of Class A Common Stock totaling 33,450 shares for tax obligations and under a pre-arranged trading plan.

Summary

• Timothy Stonehocker, Chief Technology Officer of SoundHound AI, Inc. (SOUN), reported two sales of Class A Common Stock.
• On December 22, 2025, 31,329 shares were sold at $11.2769 per share to cover tax withholding obligations related to the vesting of restricted stock units granted in 2022, 2023, and 2024.
• On December 24, 2025, an additional 2,121 shares were sold at $10.97 per share as part of a Rule 10b5-1 trading plan established in December 2024.
• Following these transactions, Mr. Stonehocker beneficially owns 573,855 shares of Class A Common Stock.
• This total includes 780 shares acquired in November 2025 through the company's 2022 Employee Stock Purchase Plan.

Sentiment

Score: 5

Explanation: The filing reports insider sales, which can be mildly negative, but the reasons (tax withholding and a 10b5-1 plan) are routine and expected, making the overall sentiment neutral. The acquisition of shares via ESPP is a minor positive.

Positives

• The reporting person acquired 780 shares of common stock in November 2025 through the company's Employee Stock Purchase Plan, indicating continued participation in employee ownership programs.

Negatives

• The Chief Technology Officer sold a total of 33,450 shares of Class A Common Stock. While explained by tax obligations and a 10b5-1 plan, insider selling can sometimes be perceived negatively by the market.

Future Outlook

NA

Management Comments

• Sales that were executed on December 22, 2025 are being reported on this Form 4 filed on December 29, 2025 given December 24, 2025 and December 26, 2025 were treated as federal holidays for EDGAR filing purposes.
• The sale reported herein was made to satisfy tax withholding obligations in connection with the vesting of shares of restricted stock units granted to the reporting person on August 4, 2022, August 3, 2023 and August 1, 2024.
• This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person in December 2024.

Industry Context

This filing reflects routine insider stock transactions, common across all industries for executives managing their equity compensation and personal financial planning. It does not provide specific insights into SoundHound AI's competitive position or broader industry trends beyond the fact that its CTO holds significant equity.

Related Party Transactions

• The sales of Class A Common Stock by the Chief Technology Officer are considered related party transactions as they involve an insider of the company.
• The acquisition of shares through the Employee Stock Purchase Plan is also a related party transaction.

Stakeholder Impact

• Shareholders: The sale of shares by a key executive could be interpreted in various ways, but given the reasons (tax and 10b5-1 plan), the direct impact on shareholder confidence is likely minimal. The remaining significant beneficial ownership (573,855 shares) indicates continued alignment with shareholder interests.
• Employees: The participation in the Employee Stock Purchase Plan by the CTO reinforces the availability and use of such plans for employees.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions by the Chief Technology Officer, primarily for tax obligations related to RSU vesting and a pre-established 10b5-1 trading plan. Such transactions are common and generally do not reflect a change in management's outlook on the company's fundamentals. The CTO still retains a substantial number of shares. Therefore, based solely on this filing, there is no new information to warrant a change from a 'hold' position, assuming the investor's existing thesis remains intact.

Keywords

SoundHound AI, SOUN, Timothy Stonehocker, Insider Trading, Form 4, Stock Sale, CTO, Restricted Stock Units, 10b5-1 Plan, Employee Stock Purchase Plan